Hilton director granted 115 deferred share units

MAYER MARISSA A reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

MAYER MARISSA A reported acquisition or exercise transactions in this Form 4 filing.

Hilton Worldwide Holdings Inc. director Marissa A. Mayer reported a compensation-related equity grant. She received 115 deferred share units of common stock, recorded as a grant or award rather than an open-market purchase or sale.

Each deferred share unit represents one fully vested share of Hilton common stock. According to the disclosure, the underlying shares will be issued to her upon the earlier of termination of service as a director, a change in control of Hilton, or the second anniversary of the grant date. Following this award, she directly holds 1,044.994 shares of common stock and also has indirect holdings of 869 shares through revocable trusts and 716 shares through an irrevocable trust.

Insider Trade Summary

Grant/Award: 115 shares

Grant/Award 3 txns

Insider MAYER MARISSA A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	115	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,044.994 shares (Direct); Common Stock — 716 shares (Indirect, By irrevocable trust); Common Stock — 869 shares (Indirect, By revocable trusts)

Footnotes (1)

1. F1. Payment of fees in deferred share units pursuant to the Hilton 2017 Omnibus Incentive Plan. Each deferred share unit represents one share of Issuer common stock and is fully vested. The underlying shares will be issued to the reporting person upon the earlier to occur of a (i) termination of service as a director, (ii) a change in control of the Issuer, and (iii) the second anniversary of the grant date.

Key Figures

Deferred share units granted: 115 units Direct holdings after grant: 1,044.994 shares Indirect holdings via revocable trusts: 869 shares +1 more

4 metrics

Deferred share units granted 115 units Grant/award of common stock units to director

Direct holdings after grant 1,044.994 shares Common stock directly owned after the reported award

Indirect holdings via revocable trusts 869 shares Common stock held indirectly by revocable trusts

Indirect holdings via irrevocable trust 716 shares Common stock held indirectly by irrevocable trust

Key Terms

deferred share units, Hilton 2017 Omnibus Incentive Plan, change in control, revocable trusts, +1 more

5 terms

deferred share units financial

"Payment of fees in deferred share units pursuant to the Hilton 2017 Omnibus Incentive Plan."

Deferred share units are promises that give an executive or director the right to receive company shares or their cash value at a future date, often when they retire or leave the company. Think of them as a paycheck held in a savings account that converts into stock later; they matter to investors because they tie pay to long-term performance, create potential future dilution of shares, and represent a delayed cash or share obligation the company must eventually fulfill.

Hilton 2017 Omnibus Incentive Plan financial

"Payment of fees in deferred share units pursuant to the Hilton 2017 Omnibus Incentive Plan."

change in control financial

"upon the earlier to occur of a (i) termination of service as a director, (ii) a change in control of the Issuer"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

revocable trusts financial

"total_shares_following_transaction: 869.0000, nature_of_ownership: By revocable trusts"

irrevocable trust financial

"total_shares_following_transaction: 716.0000, nature_of_ownership: By irrevocable trust"

An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Hilton (HLT) director Marissa Mayer report in this Form 4?

Marissa Mayer reported receiving 115 deferred share units of Hilton common stock as a grant or award. These units are fully vested and represent payment of fees under the Hilton 2017 Omnibus Incentive Plan, rather than an open-market stock purchase or sale.

How many Hilton (HLT) shares does Marissa Mayer hold after this transaction?

After the transaction, Marissa Mayer directly holds 1,044.994 shares of Hilton common stock. She also has indirect holdings of 869 shares through revocable trusts and 716 shares through an irrevocable trust, as reported in the filing.

What are the terms of the deferred share units granted to Marissa Mayer at Hilton (HLT)?

Each deferred share unit represents one fully vested share of Hilton common stock. The underlying shares will be issued to Marissa Mayer upon the earlier of her termination as a director, a change in control of Hilton, or the second anniversary of the grant date.

How were the deferred share units for Hilton (HLT) director Marissa Mayer earned?

The filing states the 115 deferred share units represent payment of fees in deferred share units under the Hilton 2017 Omnibus Incentive Plan. This indicates they are compensation for director service rather than shares bought on the open market by Marissa Mayer.

Are Marissa Mayer’s Hilton (HLT) deferred share units immediately payable in stock?

The units are fully vested but the underlying shares are not issued immediately. Hilton will issue the common shares upon the earlier of Mayer’s termination as a director, a change in control of the company, or the second anniversary of the grant date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/05/2026 - 05:45 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MAYER MARISSA A

(Last) (First) (Middle)

7930 JONES BRANCH DR

(Street)

MCLEAN VIRGINIA 22102

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Hilton Worldwide Holdings Inc. [ HLT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/01/2026		A		115(1)	A	$0	1,044.994	D
Common Stock								716	I	By irrevocable trust
Common Stock								869	I	By revocable trusts

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Payment of fees in deferred share units pursuant to the Hilton 2017 Omnibus Incentive Plan. Each deferred share unit represents one share of Issuer common stock and is fully vested. The underlying shares will be issued to the reporting person upon the earlier to occur of a (i) termination of service as a director, (ii) a change in control of the Issuer, and (iii) the second anniversary of the grant date.

Remarks:

	/s/ James O. Smith, Attorney-in-Fact	05/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)